Title Due Diligence Periods. In order to satisfy the requirements for three separate Closings, there shall be three Title Due Diligence Periods (each a “Title Due Diligence Period”), as follows:
Title Due Diligence Periods Sample Clauses
Related to Title Due Diligence Periods
Due Diligence Period (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement.
Review Periods Owner shall have up to ten (10) Business Days from its receipt of the documents listed in Sections 1.3 and 1.4 above, to issue to Contractor written comments on such documents, Drawings and Specifications. The Owner’s approval rights only apply to documents listed in Section 1.3. If comments are not received for items listed in Section 1.3 in ten (10) Business Days, the Contractor may proceed with the development of the Drawings and Specifications with the design reflected in the uncommented document. Owner will annotate the Drawings and Specifications as appropriate and return to Contractor. In the event that Owner disapproves the Drawings or Specifications, Owner shall provide Contractor with a written statement of the reasons for such rejection within the time period required for Owner’s response, and Contractor shall provide Owner with agreed to revised and corrected Drawings and Specifications as soon as possible thereafter.
Inspection Period Buyer shall be under no obligation to purchase the Property or otherwise perform under this Agreement unless Buyer determines the Property to be, in all respects, suitable for its intended purposes. The decision as to whether the Property is suitable for its intended purposes shall be the sole decision of Buyer, determined in the absolute discretion of Buyer, with Buyer’s decision being final and binding upon both Parties. Buyer shall have until , 20 , at : ☐ AM ☐ PM to notify Seller of its termination of this Agreement due to Buyer's determination that the Property is unsuitable for its intended purpose ("Inspection Period"). In the event Buyer elects to terminate this Agreement, Buyer shall provide written notice of termination to Seller prior to the expiration of the Inspection Period. In the event Buyer provides said notice of termination, Seller and any Escrow Agent shall be obligated to return the Escrow Money to the Buyer as provided in Section V hereof, and neither party shall have any further rights or obligations under this Agreement. In the event Buyer does not submit written notice of termination prior to the expiration of the Inspection Period, the Buyer shall be deemed to be satisfied with its inspections of the Property and this contingency shall be deemed to be fulfilled. The Seller, at no expense, shall fully cooperate with Buyer in obtaining any and all approvals required from any Federal, State, or Local Government ("Governmental Approvals") necessary for Buyer to satisfy their needs during the Inspection Period for the suitability of the Property. Said Governmental Approvals shall be obtained during the Inspection Period unless the Parties agree otherwise. Any additional agreements related to this Section must be done in writing and attached to this Agreement.
Buyer’s Due Diligence Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than , Buyer shall notify Seller of any Survey Problems, and any such Survey Problem which shall prevent the issuance of title clear of any encroachment shall be deemed a defect in the title to the Property. Seller shall be required to remedy any such defects within days prior to the Closing. If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.
Review Period The Asset Representations Reviewer will complete the Review of all of the Review Receivables within sixty (60) days after having received access to the Review Materials pursuant to Section 3.2(a). However, if additional Review Materials are provided to the Asset Representations Reviewer in respect of any Review Receivables pursuant to Section 3.2(b), the Review period will be extended for an additional thirty (30) days in respect of any such Review Receivables.
Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.
Interview Period It is agreed that upon commencement of employment new employees will be advised by a representative of the Hospital of the existence of the Union and the conditions surrounding their employment as contained in the herein collective agreement and any rules that may be formulated under its terms. It is also agreed that a representative of the union will be given an opportunity to interview each employee once within the completing month of his/her probationary period for the purpose of ascertaining the wishes of the employee concerning membership in the Union. Such interview may take place on the day of orientation. The Hospital will notify the Union monthly of the names of those employees who are completing their probationary period and on request will arrange a time and place for such interview that time of which shall not exceed 15 minutes. Neither employee shall suffer loss of regular pay as a result of such interview.
Phase I a. In Phase I, the project will be connected as a tap to the Transmission Owner’s 230kV transmission line MWP-2 via one 230kV circuit breaker in series with one of two ring bus breakers for stuck breaker protection (one in each direction) and a tie-line breaker, as shown on the one-line diagram labeled CL-E-IA-01 attached to this Appendix A as Figure 1. The changes to the existing MWP-2 line protection for this arrangement are described in Phase I System Upgrades in Section II of this Appendix A.
Notice Periods The notice period (expressed in Working Days) to be given by the Customer in respect of Clause 38.1 shall be the number of whole days that is 20% of the total duration of the final SOW to be executed under this Contract, up to a maximum of 30 Working Days. Partial days shall be discounted in the calculation and the duration of the SOW shall be calculated in Working Days. For example, if the duration of the SOW is 10 Working Days: 20% of the SOW is 2 days. The Notice Period = 2 Working Days; or if the duration of the SOW is 62 Working Days, 20% of the SOW is 12.4. The Notice Period = 12 Working Days. The Parties acknowledge and agree that: the Customer’s right to terminate for convenience and without cause under Clause 38.1 is reasonable in view of the subject matter of this Contract and the Agile nature of the Services being provided; the Contract Charges paid during the notice period given by the Customer in accordance with Clause 38.1 are a reasonable form of compensation and are deemed to fully cover any costs or Losses incurred by the Supplier which may arise either directly or indirectly as a result of the Customer exercising the right to terminate without cause. The Customer shall have the right to terminate this Contract at any time with immediate effect by written notice to the other Supplier if: the Supplier commits a Supplier Default and if the Supplier Default is not, in the opinion of the Customer, capable of remedy; or the Supplier Default is a Material Breach of this Contract. the Supplier is unable to provide a change proposed by the Customer; Either Party may terminate this Contract at any time with immediate effect by written notice to the other Party if: the other Party commits a material breach of any term of this Contract (other than failure to pay any amounts due under this Contract) and, if such breach is remediable, fails to remedy that breach within a period of fifteen (15) Working Days of being notified in writing to do so; an Insolvency Event of the other Party occurs, or the other Party ceases or threatens to cease to carry on the whole or any material part of its business; or
Title Review Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.
